14 April 2022 - 14:04
During the Annual General Meeting of Shareholders of ForFarmers N.V. (hereafter: the ‘General Meeting’ and ‘ForFarmers’ respectively), which was held today, the shareholders adopted the ForFarmers annual accounts over the 2021 financial year and approved the dividend proposal for the same financial year.
Dividend of €0.29 per ordinary share (€0.19 dividend and €0.10 special dividend) will be paid entirely in cash to the shareholders of ForFarmers, after deducting 15% dividend tax. The ex-dividend date is 20 April 2022 and payment will take place on 28 April 2022.
• An advisory vote was cast in favour of the 2021 remuneration report (95.1% in favour; 4.9% against).
• All members of the Executive Board have been discharged from performing their duties during the financial year 2021.
• All members of the Supervisory Board have been discharged from performing their duties during the financial year 2021.
• KPMG Accountants N.V. has been appointed as auditor of ForFarmers for auditing the 2022 financial statements and executive board report.
• The remuneration policy for the Executive Board and the Supervisory Board has been adopted, effective as of the financial year 2022.
• Mr P.E. Wolleswinkel (COO ForFarmers Netherlands/Belgium) has been appointed as member of the Executive Board.
• Mrs M. Folkers – in ‘t Hout has been appointed as member of the Supervisory Board.
• Mr R.H.A. Gerritzen and Mr V.A.M. Hulshof have been reappointed as members of the Supervisory Board.
• The Executive Board has been designated as the authorized body, upon approval of the Supervisory Board, to issue ordinary shares and grant rights to subscribe for ordinary shares with a limitation up to 10% of the issued ordinary shares for the duration of 18 months.
• The Executive Board has been designated as the authorized body, upon approval of the Supervisory Board, to restrict or exclude the pre-emptive right of shareholders for the duration of 18 months.
• The Executive Board has been authorised, upon approval of the Supervisory Board, to have ForFarmers acquire (other than without consideration) shares in its own share capital (irrespective of the type) up to a maximum of 10% of the issued share capital of ForFarmers (determined at the time of the General Meeting).
This authorization to acquire own shares enables the Executive Board to (a) execute share based (or depositary receipt-based) incentive schemes and employee participation plans and to (b) resume the share buy-back programme in the maximum amount of €50 million (the market will be informed by means of a separate press release when the share buy-back programme will be resumed).
Decision on shares for share based (or depostary receipt-based) incentive shemes and the employee participation plans 2022
Taking into consideration the fact that the current share buy-back programme has temporarily been suspended, the Executive Board has decided, upon approval of the Supervisory Board and following the Annual General Meeting, to reserve from the already repurchased shares since december 2021, the required (depositary receipts of) shares for the share-based incentive scheme and employee participation plans 2022. This number of (depositary receipts of) shares is based on the total amount of the ‘on target’ distribution of long-term incentive schemes (expected to be approximately €1.4 million) in accordance with the remuneration policy which was adopted today, plus the expected number of shares required for the total amount of the 2022 employee participation plan registrations (for information: in 2021 shares were repurchased for approximately €1.0 million). The number of (depositary receipts of) shares that has been reserved for the emlpoyee participation plans and long-term incentive schemes (2022) will be repurchased and cancelled later.